Ultimate Ben 10: The Last Stand
by BloodArrow
Summary: Ben's old enemies have returned, the plumbers are gone, and Ben and his friends are the only ones left to stop them. Can they succeed?
1. Read First

Before going on to the story, I must advise you to READ THIS FIRST!

First things first. I do not own Ben 10, Alien Force, or Ultimate Alien. They all belong to the Man of Action (creator of Ben 10 series).

This series is based on Ben 10: Ultimate Alien.

In this story there will be a couple of aliens that you might not be familiar with. They are fan aliens. They do not belong to me.

If you want to see what they look like, just go to Devianart and look for a guy named kjmarch. He makes Ben 10 alien characters. Anyways, find his Ben 10 gallery cuz I'm not a descriptive type of person. Oh, and by the way, the aliens that he makes have the Ultimatrix symbol on their chests, not their arms or whatever.

Also, the aliens from the original Ben 10 series do not look the same. If you want to know what they look like in my series just go to Ben 10 wikia, then go to the Omnitrix Heroes. There will be a list of characters with images and when you click on an alien from the original series such as Heatblast, it will give you a description of Heatblast, then if you scroll down, you will see what Heatblast looks like in Ben 10: Ultimate Alien. I want to give you a proper picture in your mind so... Yeah.

That's all. You can go on to the rest of the story now.

This is my own series so let's say Ben 10 Alien Force happened when he was 14, so in my series he's still 15. But don't worry, he's going to turn 16 during the series. The first episode of Ben 10: Ultimate Alien never happened, so nobody knows who Ben is. (Yes he has the Ultimatrix).


	2. Collecting Data

Benjamin Tennyson, preferably "Ben", sat at his school desk, twitching every second. He could hardly keep still. Any 15-year old would be this excited if there was only 30 seconds left of school until summer.

"Come one, just 30 more seconds," Ben muttered to himself.

He stared at the Ultimatrix on his arm. It seemed to squeeze his wrist tighter every second.

5 – 4 – 3 – 2 – 1! The school bell rang.

Ben couldn't hold it in any longer. He jumped onto his desk like a maniac with a wild look in his eyes. "SCHOOL'S OUT!"

He jumped off the desk, picked up his book-bag, rushing out of the class and out the door of the school. Behind him, he could hear his fellow classmates following suit, screaming and running out of the class. Ben stepped aside to avoid the wave of kids that was coming. Even though there was over a thousand kids at his school, within ten minutes, Ben was the only one standing at the front steps of the school. Even the teachers were gone.

"Stupid Kevin," Ben said out loud. "Late as usual".

Just then, there was the screech of car wheels and a green car appeared. The windows rolled down, revealing Kevin with a wide grin on his face.

"Well, Tennyson? Get in!" Ben stared at Kevin for a moment, then hopped into the back seat of the car. Gwen was sitting in the passenger seat.

"Ben, did you have a good last day?"

Ben groaned. "Come on, Gwen. Don't try to act like my mom". Gwen frowned. If Ben had continued to listen to Gwen, he would've heard her mumble "Dweeb" under her breath.

Suddenly, something slammed into the front of Kevin's car. Instinctively, the three teens rolled out of the car right before it skidded across the street, slammed into a pole and exploded.

BOOM! There was a small fire and a lot of smoke. Pieces of the car flew out in different directions. They would've been crushed by the car door if Gwen hadn't protected them with a magic shield.

"No, no!" Kevin started to moan. "NOT MY CAR!"

Kevin turned into solid rock, ready to fight. Gwen looked around to see if Ben was hurt. Of course, Ben was a quick responder and his hand hovered over the Ultimatrix, not sure if it was a car crash or an alien attack. There was way too much smoke to be sure. Out of nowhere, a blue laser beam shot into the sky, clearing the smoke. Ben slammed down on the Ultimatrix, transforming into Diamondhead. It was the Forever Knights.

It was about 20 of them, all standing guard around a high-tech cannon.

"They haven't attacked in months" Gwen said. "Why would they be targeting us now".

"Who cares?" Kevin growled. "All I know is that someone is gonna' PAY FOR MY CAR!" Kevin rushed forward, transforming his hand into a giant rock hammer. He swiped a handful of Forever Knights away with his hand.

"Hey, leave some for me!" Ben held out his hands as diamonds shot out, blowing up the cannon. He followed Kevin into battle.

Gwen shook her head slowly. "Boys". She too rushed into the crowd of Forever Knights.

A moment later, the three teens had beaten the Forever Knights. Kevin insisted on chasing them down and destroying their base for revenge, but Gwen held him back.

"What did they want?" Gwen wondered.

Ben shrugged. "Bad guys are bad guys, and sometimes they just attack because they want to. There's not always a reason."

After cleaning up the remains of his car, Kevin called Grandpa Max to take them home.

_**Miles and Miles away...**_

The Forever Knight bowed at his master's feet.

"Did everything go as planned?" the King inquired.

"Yes, sir" the knight said proudly. "They behaved just as you predicted."

"Did you collect the information needed?"

"Yes, sir."

The King tapped the handle of his sword for a moment then nodded. "Very well, you are dismissed."

After the knight left, a figure stepped out of the shadow behind the throne. "I am pleased that everything is going as we planned," the figure said.

The King chuckled. "I cannot wait until our final plan is put into action."

"Yes," the figure also chuckled. "And when we are finished, Ben Tennyson will wish he never messed with us".


	3. The Figure in the Dark

**Author's Note: All the characters are wearing the clothes that they wear in Ben 10: Ultimate Alien.**

**Once again, I do not own Ben 10, Alien Force, or Ultimate Alien.  
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_**2 Days after the incident...  
**_

Ben stood outside the RustBucket, watching the _Plumber's Helpers_ train. They seemed to be doing well since he last saw them. Kevin was fixing his car and adding new features on the other side of the RustBucket. Gwen was inside talking to Grandpa Max. After a while, Ben got bored and joined his cousin and his grandfather inside the truck.

"The first distress call must have been a fake," Grandpa Max was saying. He looked worried.

"Grandpa Max, don't worry. They'll return." Gwen also looked worried.

Ben knew exactly what they were talking about. About 3 weeks ago, the Plumbers received a distress call from the Andromeda Galaxy. Every Plumber, except Grandpa Max and his trainees, went to the Andromeda Galaxy to find out what was going on. It was a big mission. 3 days ago, there was another distress call, but this time it was from a plumber, and the transmission was cut off in the middle of the call. He's been worried ever since.

"I don't know what's been going on lately, Gwen." Grandpa Max shook his head.

Gwen reached over and touched his shoulder. "It's gonna' be fine, Grandpa," She assured him. Ben nodded, not sure how to comfort his grandfather.

"Thanks, kids," Grandpa Max smiled.

Suddenly, Kevin burst through the door. "Guys, you won't believe what I just found out!" He ran over to the others were standing. Kevin didn't wait for them to respond. "You know that cannon that blew up my car? Well, I just found out that the cannon was level 8 tech!"

Grandpa Max stood. "Level 8? That's higher than anything produced on Earth right now. That's almost as powerful as the RustBucket."

Kevin nodded furiously. "Yeah, and I know where more of the level 8 tech is being produced."

Ben punched his hand. "Then what are we waiting for? Let's go kick some Forever Knight butt!"

**_At the production warehouse..._**

Ben, Gwen, and Kevin looked up at the giant warehouse in front of them. It seemed abandoned, but they could hear the sounds of Forever Knights inside.

They all looked at each other.

"You ready?" Kevin smirked.

"I'm always ready," Ben said.

"Can we just go?" Gwen blasted the door off with a burst of energy.

Inside the warehouse were hundreds of Forever Knights. Some were walking with boxes, packages, and some were even driving warehouse trucks, carrying 4 giant boxes at once. The team charged inside the warehouse, but the Forever Knights just went on doing what they were doing.

"What the?" Kevin started.

Gwen stepped forward and tried to touch one of the Knights. Her hand passed right through him. She stepped back in surprise.

"They're holograms," She said.

Ben's hands dropped to his sides, and Kevin got out of his fighting stance.

"Well that's just great!" Ben grumbled. "We get all excited to finally fight something and it turns out to be fake!"

"Yeah," Kevin agreed. "There's been a lot of fake things going around lately."

"Wait a second." Gwen said. "If they're just holograms that means its a trap!"

Suddenly, the Forever Knights disappeared and the warehouse doors slammed shut.

At the far end of the warehouse, a figure stood.

Ben gasped. "No, it can't be..."

"He's supposed to be dead," Gwen whispered.

The figure stepped out of the dark. It was Albedo.

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**Well? How was it? Lol, I'm a cliffhanger kind of person. What will happen next, you may wonder. I know what's gonna happen, so you guys are just going to have to wait! Review the story and tell my if you enjoyed it or not.**


	4. Albedo Returns

**DISCLAIMER: I do not own Ben 10, Alien Force, or Ultimate Alien.**

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Albedo was smiling, obviously enjoying his enemy's discomfort.

"What are you doing here, Albedo?" Ben shouted out. His hand moved towards the Ultimatrix.

Albedo began laughing. "Tennyson, do you really believe that I was killed in that ship crash? As weak and as fragile as this body is, I am still powerful! I AM STILL ALBEDO!"

Ben didn't answer. He just stared at Albedo in shock, along with Gwen and Kevin.

Albedo laughed again. "After I left the ship, I went straight to Azmuth."

"Why would you go to Azmuth?" Gwen asked. Her hands started to glow pink.

"To get this." Albedo held up his hand and his sleeve fell down. Attached to his arm was an Omnitrix, just like the one Ben had when he was ten, except it was red and silver, instead of black and green.

Ben couldn't stand it anymore. He slammed down on the Ultimatrix. "Swampfire!"

Kevin reached down onto the metal floor and absorbed it.

Albedo shook his head in disappointment. "Humans are even more foolish than I thought. I did not come here alone, Tennyson."

There was the sound of footsteps, and from behind Albedo, two figures stepped beside him. Charmcaster and Hex.

Gwen groaned. Apparently, she wasn't happy to see her old foes. "Wait a second..." Gwen said. There was something different about Hex. He was supposed to be a baby, but he had returned to his original form. Well, almost original form. He looked younger than before.

Kevin opened his mouth to speak, but Ben interrupted him. "Fight now, talk later."

"I couldn't have said it better myself," Albedo agreed. He selected an alien and slammed down on his Omnitrix. "Chromastone!"

They all rushed towards each other, ready to fight.

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**Okay, I'm not ending the story here, I just need to explain something. You guys are probably wondering, "how did Albedo get an Omnitrix?" If you want to know now, I'll say it, but if you don't, then don't continue reading because Albedo is gonna' say this in the future.**

**After Albedo escaped the ship, he went straight to Azmuth to try and get another Omnitrix. Instead, Albedo found out that Azmuth already had a backup Omnitrix that contained every single alien species in the UNIVERSE. So, of course, Albedo stole it and put it on. It was locked onto Azmuth's DNA, so Albedo can return to his normal form if he wants to. But, he enjoys being a "giant."**

**Yep, that's all. Enjoy the rest of the story.**

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**Ben went straight for Albedo. He quickly ran forward and punched him in the chin. Then, as his face turned, Ben began to punch and kick Albedo in the stomach. Albedo recovered from the attacks quickly, and twisted Ben's leg as he went to kick him in the stomach. Then, Albedo blasted Ben as he was still in mid-air. Ben flew into a pile of boxes. Of course, Ben so easily discouraged, and he got up quickly and rushed forward again.

**_Meanwhile..._**

Gwen did a cartwheel, avoiding a purple blast that had shot out of Charmcaster's hand. Gwen quickly countered with her own blast, but Charmcaster held out her hand, and the blast disintegrated. Gwen ran forward and flipped into the air. She tried to kicked Charmcaster in her face, but Charmcaster grabbed her foot. Gwen fell to the floor. She rolled away as Charmcaster fired off another energy blast.

"Why won't you stay still, little girl?" Charmcaster growled. Gwen smirked and fired off a round of pink energy balls. **(lol). **

**_Meanwhile...(again)._**

Kevin had no idea how to deal with a sorcerer. He was always fighting aliens and mutants, not sorcerers. Kevin moved out of the way as Hex fired a lightning beam from the tip off his staff. Taking this chance, Kevin made his hand into a giant hammer and ran forward. He smacked Hex across his face, sending him flying into the wall. The sorcerer stood, a little dazed, but without any injuries at all.

Kevin was beginning to get irritated. _Why is this guy so hard to kill? _He thought.

**_Back to Ben..._**

Albedo and Ben had been fighting for a while now with a combination of different aliens, and no one was winning. Ben was about to stomp Albedo out with Way Big when he heard Gwen scream. Ben stopped fighting long enough to get punched in the face by Humungousaur. Ben, now in his normal form, turned to his cousin, despite his aching face. Gwen and Kevin had their arms behind their backs. Their wrists were tied together by energy handcuffs.

"Give up, Tennyson," Albedo said.

"No!" Gwen cried out.

"Don't give in, Ben." Kevin growled. "We'll be fine."

Ben lowered his head. "No you won't. I got you into this."

"Ben!" Gwen cried out again.

Albedo grabbed Ben by his wrists and handcuffed them. He laughed nastily.

"The great Ben Tennyson has fallen."

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**Oh no! Ben got captured. I wonder what's gonna' happen next. I haven't got the details finalized yet, but don't worry, in the end, the good guys always win. YES THEY DO! Well, as usual, review and yeah... I hope you enjoyed this chapter. And i hope you suffer as you go crazy, waiting for the next chapter. Mwuhuhahahahahahahahahahahaha! Didn't you know all writers are evil? That's the point of cliffhangers. To torture our readers.**


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